ICARC Bylaws

ARTICLE VI - MEETINGS AND ACTION OF THE BOARD

Section 6.1. Regular and Special Meetings.

    The regular meetings of the Board shall be held at the same time and place as the regular membership meetings, or at some other time or place, provided that notice is given to all directors, and announcement is made to members present at the regular or special membership meeting immediately preceding the Board meeting in question. The Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

 Section 6.2. Action Without Meeting.

    (a) Action required or permitted by the Articles, These Bylaws or the Revised Act to be taken by the Board may be taken without a meeting if each director signs a consent describing the action to be taken, and delivers it to the corporation.

    (b) Action taken under this Section 6.2 is the act of the Board when all consents signed by all the directors are delivered to the Corporation, provided that the consent may specify the time at which the action taken is to be effective. A director's consent may be withdrawn by revocation signed by the director and delivered to the Corporation prior to the delivery to the Corporation of unrevoked written consents signed by all of the directors.

    (c) A consent signed under this Section 6.2 has the effect of action taken at a meeting of the Board and may be described as such in any document.

Section 6.3. Call and Notice of Meetings.

    (a) Regular meetings of the Board may be held without notice.

     (b) Special meetings of the Board must be preceded by at least five days' notice to each director of the date, time, and place, and purpose, of the meeting.

    (c) The presiding officer of the Board, the President, or 20 percent of the directors then in office may call and give notice of a meeting of the Board.

Section 6.4. Waiver of Notice.

    (a) A director may at any time waive any notice required by the Articles, These Bylaws, or the Revised Act. Except as provided in subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.

    (b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the Articles, These Bylaws, or the Revised Act, objects to lack of notice and does not thereafter vote for or assent to the objected-to action.

Section 6.5. Quorum and Voting.

    (a) A quorum of the Board consists of a majority of the directors in office immediately before a meeting begins.

    (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles, These Bylaws, or the Revised Act require the vote of a greater number of directors.

Section 6.6. Committees of the Board.

    The Board may create one or more committees of the Board and appoint members of the Board to serve on them. Each committee shall have two or more directors, who serve at the pleasure of the Board. Sections 6.1 through 6.5, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board, apply, mutatis mutandis, to committees of the board and their members as well. To the extent specified by the Board or in the Articles or These Bylaws, each committee of the Board may exercise the Board's authority under Section 5.1. A committee of the board shall not, however, do any of the following:

        (a) Authorize distributions.

        (b) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the Corporation's assets.

        (c) Fill vacancies on the Board or on any of its committees.

        (d) Amend the Articles or These Bylaws.

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Last updated June 11, 2004 by KØCF